CapGain Properties Inc. Announces Closing of Private Placement

LAKE IN THE HILLS, ILLINOIS--(Marketwired - Dec. 3, 2013) - CapGain Properties Inc. ("CapGain" or "Company") (TSX VENTURE:CPP) is pleased to announce that on November 27, 2013, it closed a portion of its pending private placement (the "Offering").

Pursuant to the Offering, the Company completed the issuance of 181 units (the "Units") at a price of $1,000.00 per Unit for gross proceeds of $181,000 (the "Initial Closing"). Each Unit consists of an $800 convertible unsecured debenture ("Debenture"), 2,000 debenture warrants (the "Debenture Warrants") and $200 of common shares ("Common Shares") and warrants (collectively, the "Equity Security").

The Debenture has a term of three (3) years and accrues interest of 10% per annum, payable quarterly in arrears on March 31, June 30, September 30 and December 31 of each year, commencing on December 31, 2013. The Debenture is convertible, at any time, at the option of the holder, into Common Shares of the Company at a price of $0.13 per Common Share. The Company shall be entitled to redeem the Debenture after 24 months from issuance for the principal amount and any outstanding interest. The Debenture Warrants are detachable and will entitle the holder to acquire a Common Share at a price of $0.15 per share, will expire two (2) years from issuance, and have an accelerated expiry date provision based upon the Company's trading price.

The Equity Security is issued at a price of $0.10 for each Equity Security and consists of one (1) Common Share and one (1) Common Share purchase warrant (the "Equity Warrant"). The Equity Warrant will entitle the holder to acquire a Common Share at a price of $0.20 per share, will expire two (2) years from issuance, and have an accelerated expiry date provision based upon the Company's trading price.

CapGain paid a finder's fee to Canaccord Genuity Corp. under the Initial Closing of a cash commission equal to $16,600 and an option to purchase up to 132,800 Common Shares at an exercise price of $0.12. The option expires eighteen months from the date of issuance.

All of the securities issued in connection with the Initial Closing are subject to a four-month hold period under applicable Canadian securities laws expiring April 1, 2014.

The net proceeds of the Offering will be used as previously announced in the Company's press releases dated June 13, 2013 and August 15, 2013.

The foregoing is subject to final approval by the TSX Venture Exchange.

About CapGain

CapGain is an investment company that is focused on the acquisition of income producing real property in select markets in the United States. The Company's management and expertise within the real estate and finance industries allow it to acquire properties at significantly below market value.

Additional information on CapGain may be accessed through the TMX website (www.tmx.com) and the SEDAR website (www.sedar.com) under the profile for CapGain.

NEITHER THE TSX VENTURE EXCHANGE NOR ITS REGULATION SERVICES PROVIDER (as that term is defined in the Policies of the TSX Venture Exchange) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of applicable legislation. All statements included in this report and the documents that we incorporate by reference, are forward-looking statements and can generally be identified by words such as "will," "allow," "outlook," or the negative of these terms, and other comparable terminology.

Various risks and other factors could cause actual results, and actual events that occur, to differ materially from those contemplated by the forward looking statements, such as whether CapGain is able to meet price, performance, quality and delivery requirements. Although CapGain believes that the expectations represented by any forward-looking statements and forward-looking information contained herein are reasonable based on the information available to them on the date of this document, management cannot assure investors that actual results, performance or achievements will be consistent with these forward-looking statements or forward-looking information. CapGain undertakes no obligation to update the information in this press release to reflect events or circumstances after the date hereof or to reflect the occurrence of anticipated or unanticipated events.